Companies need dedicated legal support across different stages of their life, from formation through to governance and major transactions. That includes choosing the right legal structure, drafting founding documents and shareholder agreements, structuring boards, handling mergers and acquisitions, and internal restructuring for existing companies.
A few situations come up repeatedly. A startup needing to choose the correct legal structure before registration with the Ministry of Commerce. A group of shareholders converting a limited liability company into a closed joint stock company ahead of a funding round. A board needing its authority and responsibilities reviewed under the Companies Law. Or two parties negotiating an acquisition who need a legal structure that protects both sides.
Work in this area rests on the Saudi Companies Law and its implementing regulations issued by the Ministry of Commerce, alongside Capital Market Authority rules where a company is listed or planning a public offering. Where ownership is partly or wholly foreign, MISA licensing conditions specific to the sector are added to standard commercial registration requirements.
Engagements typically begin with a review of the company's current or planned structure, followed by a memo setting out the available options and the regulatory implications of each before any decision is made. In M&A transactions, this usually includes a due diligence phase ahead of drafting the final deal agreement.
This area also covers reviewing and updating shareholder agreements as a company's ownership structure changes or new investors come in, a document that needs periodic review rather than one-time drafting at formation.
For foreign-owned companies, this area is often connected to ongoing MISA compliance obligations after the initial license is issued, not just the process of obtaining it.
We also help companies assess whether a change in legal structure is actually needed before recommending it. Not every early-stage company needs to convert to a joint stock company early, and staying with the current structure longer is sometimes the more practical decision on cost and complexity.
We track updates to the Companies Law and its implementing regulations closely, since changes in this area are issued at a pace worth following, and we make sure clients are kept informed of anything relevant to their company specifically.
Companies with fast growth need periodic review of their governance structure, since board authority suited to a small company may need revisiting as operations expand into new activities or cities.
We also review the impact of any ownership change on existing contracts with outside parties, since some contracts include termination rights triggered by a material change in company ownership.
Companies preparing for a funding round need a specific review of their structure before any new investor comes in, since investors typically scrutinize the company's legal record closely, from the validity of its commercial registration to clear ownership of its shares. A simple issue like a commercial registration not updated after a change of address or activity can delay closing an entire funding round, which is why we recommend a proactive review before any serious investor conversations begin. Handling M&A transactions differs significantly depending on whether the company is the acquirer or the target, and we also help companies assess when they actually need a standalone corporate governance review rather than folding it into a general formation review, particularly once new investors are involved.